Gloomy Town
by IttyBittyKittyCuddle
Summary: Based on the song; Derpy Hooves must deliver a package to Zecora in the Everfree Forest, but it has come too late. The threat her "special herbs" could have cured lurk deep in the forest, waiting for her to crash into their seemingly normal town. Well, normal except for the number of cutie marks each pony has.


This fic is inspired by the song Gloomy Town, which can be found at http:/www(dot)youtube(dot)com/watch?v=d9bq2i37m2k

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Derpy Hooves saw her daughter off to school, entrusting the care and safety of her little filly to Miss Cheerily, the best schoolteacher Ponyville had ever known. Dizzy Doo ran off to greet her friends, and her mother turned around and headed to the post office. Derpy was the official Mail Mare of Ponyville, and she took her job very seriously.

The grey mare trotted into the post office, picking up her saddlebag from a hook by the door. The straps slipped easily over her head and neck, letting the letter bags rest comfortably against Derpy's flanks. As she did every day, the mare walked behind the counter, greeting the pony at the front desk before loading up her saddlebags with the day's mail.

"'Morning Miz Hooves."

The dark brown stallion behind the counter nodded his head toward the grey mare politely.

"Good morning Chocolate Chip."

Derpy tried to look Chips in the eye, but her left orb simply wouldn't cooperate. The stallion chuckled lightly at her attempt, helping to load up the saddle bags.

"You've got and easy day today, might even catch your little filly for lunch."

"Really?"

Derpy's hopes were crushed when another Pegasus flew in the door of the post office, carrying with her a rather large package. This new mare dropped her parcel and began explaining breathlessly,

"Rush delivery… special herbs, gasp, Zecora the zebra… pant, thought I'd missed you."

Chocolate Chip rushed out from behind his counter and brought the pony a glass of water. She was a pretty dark pink mare from Cloudsdale's weather sorting factory, a hoof up from Derpy's own position. The grey mare read the delivery address sadly, knowing she would no longer be able to meet Dizzy for lunch. Zecora lived in the Everfree Forest, the dark, dangerous jungle on the outskirts of Ponyville. The trees grew so thick in places that they completely blotted out the sun and made it impossible to fly. Derpy would have to go on hoof.

Chocolate Chip smiled apologetically at Derpy as she flitted her wings on the way out of the post office. Her lazy eye was acting up with her disappointment, staring straight up at the sky. It took all of the mare's concentration to stay focused on where she was going, instead of the clouds above her. One large cloud stood still in the sky, however, which reminded Derpy that she had a letter for Rainbow Dash. Gray-feathered wings flapped and raised the Mail Mare effortlessly into the air. Derpy had to close her left eye in order to fly straight, but did manage to land safely on the cloudy house without turning upside down.

Rainbow Dash wasn't at home, so Derpy left the letter for her in the mail box. The pink Pegasus from earlier rose in the air from the little town down below, having caught her breath. Derpy Hooves flew back down to the ground and continued her route, left eye slowly moving into a more manageable position.

There were only two more stops before Derpy would have to venture into the Everfree Forest. The first was Rose's house. The letter looked like an invitation of some kind. It was in a pretty red envelope with shimmery green lettering, and smelled like fresh roses. The Mail Mare thought she remembered a similar invitation around this time last year. If Derpy was correct, the letter was inviting the earth pony to Equestria's most prestigious flower show, the Rose Bowl. The Pegasus dropped the fancy letter in the mail box, taking a peek at the roses in the garden. There was no doubt the mare that had grown them would at least place in the competition, they were the best kept roses in Ponyville. The plants were so picky that even Applejack had failed at rearing them.

The Mail Mare found herself outside her own house, knocking on the door with a hoof. Her best friend and room mate, Carrot Top, opened the door in excitement. The new issue of The Carrot Digest was sticking out of Derpy's saddle bag, and her orange-maned friend had been dying to get the new sample seed packet promised in the last issue.

"Thanks Derpy! Are you gonna' be home for lunch? I made muffins."

Derpy groaned at the news. Not only would she miss lunch with her filly, she would miss out on muffins as well! Carrot Top picked up on this, knowing her friend's unpredictable schedule. Rushing back into the house, the earth pony took a few of the steaming muffins and put them in a bag with a small container of butter.

"They're your favorite, bran. The butter should be softened by the time you eat."

Derpy smiled, thankful to have such a good friend. As she turned around the warm voice spoke up.

"Anything special today?"

The Pegasus looked over her left shoulder, lazy eye looking up at the roof of her house.

"Just delivering a package to Zecora."

Carrot Top gasped. Apple Bloom had dispelled the fears that the residents of Ponyville had about the zebra, but the Everfree Forest was still a very dangerous place. The carrot-orange mare couldn't help but to call out a word of caution.

"Please be careful. And come home safe!"

"I will, don't worry."

Derpy flitted her wings and flew toward the Everfree Forest, hooves skimming the long, untended grass outside the limits of the town. The grey Pegasus hovered just outside of the tree line, suddenly apprehensive. Just a few strides away the strongly streaming sunlight was completely blocked out by the heavily foliage. Oddly enough, the forest wasn't bathed in darkness like one might expect. There were various hanging mosses and moulds that glowed faintly, bathing the trunks of the thick trees in a sickly green light. The forest was an intimidating sight indeed, but Derpy had never failed to deliver a package before. Gathering her courage in a deep breath, the mare dropped to the ground and folded her wings to her sides. The trees grew too close for her to spread her wings, let alone attempt to navigate through them. Suddenly Derpy gave a determined snort and galloped into the forest, eyes closed. Once she felt the coolness of the shade, she opened her eyes and slowed down.

The forest was eerily silent, with no noise other than Derpy's own hoof steps. Muted as they were by the leaf litter and moss, they still sounded extremely loud to the mare's ears. The Everfree Forest was known to be home to many terrifying creatures that would gladly eat a pony as a mid-morning snack. Fluttershy had met and tamed a chimera in the very same forest, but Derpy didn't know if she had that kind of talent. There was also the time an ursa minor had a rampage in Ponyville after being woken up from its sleep. The grey Pegasus nearly tripped over a hollow log half-buried in the loamy earth and stopped suddenly.

Derpy bent down and quietly shushed her hooves, looking around nervously. Nothing moved, and the mare continued following the barely-visible path to Zecora's house. Said path was hardly more than an overgrown track cleared by the zebra to aid any ponies that might require her potions. Derpy began wondering what exactly was in the package that was on rushed delivery. The Mail pony had mentioned "special herbs," but from what the grey mare knew, no plants grew in cloudy city the Pegasi called home. She supposed they could be from somewhere far away, such as Canterlot.

Derpy was startled out of her musings by a shadowy figure moving just within her vision. She stopped and turned her head to the left, not trusting her lazy eye to get her the information she needed. A cloaked figure galloped toward her, and Derpy let out a small squeal of fear, lowering her body to the ground. That lazy eye, however, refused to cooperate. There was a dull flash of metal in the corner of the Mail Mare's vision, and she realized that what had been coming at her was not a large scary monster, but Zecora. The zebra stood over Derpy Hooves, looking around in a slightly anxious manner."

"Come with me Miss Derpy Hooves. I'm afraid I do not have good news."

Derpy found the sing-song beat Zecora used to be a little confusing, and began reaching back to her saddle bag to pull out the package and hand it over to Zecora. The zebra refused to take it, however, jerking her head in the direction of her hut.

"Now is not the time for that. Please, just come back to my hut."

Derpy tilted her head in confusion, but followed the zebra back to her home.

"Uuh, here suld I fut his?"

Zecora indicated with a flick of her tail an empty space on one of her tables, and Derpy gratefully spat the package where the zebra had indicated, slurping the little bit of drool that had begun to trickle out of her mouth on the walk.

"Sorry about that."

"There's no need to worry, dear. But my package is late in getting here."

Derpy stared blankly at the zebra, unable to believe what she had heard. The package couldn't be late; the mare had never delivered anything late. Regulations stated that rushed delivery should arrive at the destination no later than three days after shipping began. According to the label, today was the second day, and it wasn't even noon yet. Derpy was about to correct the zebra, when she was cut off.

"This delivery is not your fault. And here is not where you should sulk. You must get back to Ponyville, those gloomy ones will wish you ill."

"I'm not pouting," Derpy said, trying to wipe the sad look off her face. "Wait, gloomy whats?"

Zecora didn't stop to answer, but instead pushed Derpy out the door, looking around warily.

"Hurry now and fly away. My Pegasus friend, you must not stay."

Derpy was completely confused. Zecora hadn't explained anything to her, but she did seem to be on edge. The zebra rushed back into her hut and out of sight. The gloom of the surrounding forest turned the pony's confusion into anxiety. There could be anything lurking out there. Whatever the "gloomy ones" were, Derpy was certain she could hear them panting just out of sight, waiting to pounce on her. High above there was a loud rustling, and the Pegasus realized that Zecora's hut was in a small clearing in the forest. Up above was a tiny sliver of blue sky, partially obscured by the black leaves of the trees.

Taking Zecora's advice literally, Derpy Hooves lifted her wings and took off, rising into the air. Instead of shooting straight up through the foliage, however, the mare found herself trapped in a tangle of branches and budding dull green leaves. Knowing the natural net was treacherous territory; the Pegasus folded her wings and dropped a few feet before opening them again. There was barely enough room for Derpy to spread her wings, and even less to maneuver between the tree trunks and branches. The wind that had revealed the blue sky above her was now working against the mare, whipping the branches back and forth, threatening to smash them into her.

Derpy didn't know how long she was fighting the wind and the branches, but when she finally became exhausted and dropped to the ground, she realized she was lost. Zecora's hut was nowhere to be found, and the forest was even more overgrown than the regular path ponies took to the zebra's home. The sky up above was completely blocked by the trees, and though the air was deathly still, a fluttering somewhere far off threatened another onslaught if the Pegasus attempted to fly out again.

The grey mare had no idea which way she had been buffeted. To add to this, there was nothing to indicate which way to go. Derpy wasn't the best pony at directions, but even she knew that the sun rose in East and set in the West. Here, however, there was nothing to go off of. A pony could walk in circles for hours and not even know it. Despite this, the Pegasus began walking in a random direction with her head held high. If she could make sure she kept walking in a straight line, she might get out eventually.

The grey mare walked on for what seemed like hours, but there was no way to be sure with the sun blocked by the dense foliage. After a while Derpy realized that she was extremely hungry. That meant it must be around lunch time; the mare's stomach was comparable to the finest watches. Sitting down in a fairly un-crowded area, Derpy set down a small napkin and took out the muffins Carrot Top had given her. They were still warm on the inside, and the butter was a perfect consistency to spread between the top and bottom halves.

The meal raised Derpy's morale, and after cleaning up she wondered whether or not she should attempt to fly out again. The Pegasus pawed at the ground in determination, launching herself up into the air with a vengeance. The trees began their wild dance again, stirred up by a wind that had been nonexistent a few moments before. The mare wouldn't let them stop her this time, however. With complete disregard for the bruises and cuts she was receiving from the branches, one final burst shot the winged pony straight up through the final whipping tree limbs, to find herself floating in a field of deadly still fog. Hovering for a moment, Derpy tried to find some clue as to which direction she was facing. There was none, so she began flying, hoping to eventually come to the end of the surrounding moisture.

The mare flew for quite a while. She almost suspected that she might be going around in circles, when a large dark mass rose up out of the fog. Suddenly the wind that had already battered her rammed into Derpy Hooves again, pushing her toward another mass of writhing tree branches. The Pegasus attempted to wing away from the new threat, but to no avail. She was pushed straight into the trees and battered mercilessly. There was a loud snap in Derpy's ears, followed by severe pain. Looking to her right flank, the Pegasus pony saw her wing hanging limply by her side. The pain of her newly broken wing caused tears to well in the mare's eyes. She fell into the blurred forest, desperately wondering if she would ever see Ponyville again.

"She should be awake soon."

"Is her wing okay? It looked really bad."

"Of course it'll be okay."

"But it was broken, wasn't it? Are you sure it'll heal correctly?"

"I'm certain. Don't you remember when Swampy here broke her leg? I fixed that up perfectly, didn't I?"

"She did. That wing'll be fine."

Derpy tried to open her eyes, wondering what had happened to her. The last thing she remembered was the pain of her broken wing and falling back into the Everfree forest. Suddenly the voices around her made sense, and the grey Pegasus sat up suddenly, looking again to her right flank, but this time finding her appendage neatly bandaged and folded up comfortably. The mare did a full body inspection to check for any other injuries, just as she was taught in Summer Survival Camp. There were dozens of nicks and bruises on Derpy's flanks and legs, but nothing very serious. Still, a broken wing was very bad.

A dark grey earth pony with a limp, greasy green mane stepped up and greeted Derpy.

"Hi. My name's Swampy."

Derpy noticed immediately that the mare was very unusual. On her flank was a large cutie mark depicting a skull. That wasn't the only cutie mark she had, however. On Swampy's left rear hoof was an apple mark. Her chest bore a bow and arrow, her neck a barbell. Both front hooves also bore cutie marks. The right had a small hurricane, the left a horse shoe. On Swampy's nose was a daisy cutie mark, her right cheek an anchor and her right ear bore a butterfly. In addition to the cutie marks, the poor mare was forced to do whatever talent they depicted. In her tail she continually lifted a barbell. The pony also carried around a makeshift saddle bag with daises and apple tree saplings growing out of a pot on one side, and a butterfly net and quiver of arrows sticking out from the other. Some of the other marks weren't as obvious, and Derpy tried to figure out what they were supposed to mean. The dark grey mare cleared her throat loudly.

"I see you've noticed my cutie marks."

Derpy quickly looked away, only to notice that two other ponies nearby also had the mysterious Cutie Pox. Yellow orbs darted away from them as well, to see more ponies walking by the window, all with multiple cutie marks.

"My gosh! You all have the Cutie Pox!"

Swampy looked at the injured Pegasus and rolled her eyes.

"You don't say. You know, you're really not that normal yourself."

Derpy covered her lazy eye in embarrassment, getting ready to apologize. Before she could, however, a light pink mare stepped forward. She was most likely one of the doctors or nurses, if the red cross on her shoulder was any indication. While checking on Derpy's wounds, she explained to the newcomer,

"We've lived in the Everfree forest for generations. It's the cutie pox that lets us survive here. If it wasn't for our marks, we wouldn't have any food, and we would be overrun by the beasts that live just outside Gloomy Town's limits."

A younger colt, without any trace of a cutie mark on his shady blue flank, stepped forward as well.

"It's true. Both my parents guard the gates from tons of nasty monsters."

The nurse impulsively stuck a sucker into Derpy's mouth, which she had to spit out in order to speak.

"But why not move, then? Ponyville lies just outside the forest. And I'm sure Zecora…"

The Pegasus was unable to finish her sentence, as Swampy stomped her hoof on the floor. All three ponies were obviously angry, but Derpy didn't know what she had done wrong. The dark grey earth pony quickly changed the subject, addressing the nurse who was now checking her over for any injuries to fix.

"I can take her home with me. There's plenty of space at my house."

Derpy became alarmed. She wanted to go home, not stay in this town. The young colt noticed this and spoke up.

"You don't plan on going home in the dark, do you?"

Derpy looked outside. The sky above the town was clear of trees, revealing the sun creating a blood-red smear above the encroaching forest beyond. With a heavy sigh, The Pegasus stood up and followed Swampy out of the hospital. The dark grey mare was forced to spin whenever she moved more than one pace, making it hard to follow her. The two stopped outside of a small stall selling taffy. Swampy bought two bags and gave one to Derpy.

"Say, I didn't quite catch your name."

"Um, I never told you. But it's Derpy Hooves."

Swampy snorted into her bag of taffy.

"Derpy Hooves? What kind of parent would name their foal that!"

"Well, I think it's supposed to be for my lazy eye. But I think it's a very nice name."

"Whatever. Are you gonna' eat your taffy?"

Derpy looked at the taffy, giving it a suspicious sniff. It smelled off somehow. Still, it would be rude to refuse without at least giving it a taste. The Pegasus took a bite of one, and immediately spit it out. The food was bitter and tasted like the medicine Derpy had had to take when she got the feather flu as a filly. Swampy looked at the Pegasus oddly, taking the bag of taffy from her and eating it herself.

"Heh, can't believe you don't like taffy. Everypony around here has it at least once a day."

The light grey Pegasus followed her new friend to her house and settled in for the night. Dizzy and Carrot Top must be very worried by now. Had anypony in Ponyville gotten their mail today? Derpy worried all night, barely getting any sleep.

"HEY! Wake up!"

Derpy shot up out of the bed. She must have dozed off during the night despite her worries. Swampy was yelling from the kitchen, unable to get to the bedroom because of her marks. The dark grey mare was nearly invisible, spinning uncontrollably and shooting arrows off randomly. Derpy was certain that Swampy was performing her other talents as well, even though she couldn't see into the rapidly spinning whirlwind.

"Grab the taffy! The taffy!"

Derpy followed her new friend's instructions, galloping to the kitchen and grabbing the taffy that was left on the table from the night before. She quickly threw it into the small tornado, hoping that Swampy caught it. The whirlwind stowed down, and the dark grey mare fell to the floor. Derpy rushed over and helped the earth pony to get up.

"Are you okay?"

"Yeah. But it's about time for breakfast."

"Ooh, do you have any muffins?"

Swampy looked at Derpy as though the Pegasus was crazy.

"Muffins?"

The light grey mare tilted her head in confusion."

"Muffins."

"No, I don't have any muffins."

"Oh. Well, then what do you have?"

Swampy looked at the Pegasus pony with a raised eyebrow.

"I have apples and daisies. Which do you want?"

Derpy took a moment to decide, before choosing the apples. She chewed the mealy fruit sadly, missing the crunchy, juicy apples from Sweet Apple Acres back in Ponyville. She supposed the Everfree Forest probably wasn't the best place to grow apples. That was, unless they were zap apples. The Pegasus found herself thinking of the delicious jar of zap apple jam left in her pantry. The apples in front of her were left to brown, becoming even less appetizing.

Swampy showed Derpy around Gloomy Town, introducing her to everypony who lived there. Every single one, excepting the colts and fillies, had Cutie Pox. Derpy did wonder at one thing she noticed, however. Everypony had one cutie mark in common; a skull on their flank, where a regular cutie mark would appear.

"Hey, Derpy! Quit standin' there and daydreaming."

The Pegasus snapped out of her puzzling thoughts, following Swampy. They trotted to the school, where the young fillies and colts were playing before class. Derpy wondered what she was doing here, looking at Swampy, who explained.

"I have to go work, but Gloomy Skies said she'd keep you company."

It turned out that Gloomy Skies was another Pegasus, whereas everypony else that Derpy had seen were all earth ponies. She had a chalkboard cutie mark on her forehead, almost covered by her black mane. Another mark on her right ear showed a bunch of grapes, a vine wrapped around the same ear. On the mare's left hind hoof was a thundercloud cutie mark. On her flank were four marks; a rising sun, a rose, and a bone, surrounding a larger mark depicting an envelope. Gloomy Skies' coat was a dull black, and looked like it may have been quite beautiful if it were cared for properly.

Derpy walked up on the Pegasus's right side, tilting her head to be able to see out of her lazy eye. Gloomy Skies jumped in surprise, looking at Derpy.

"Hi. I'm Derpy Hooves. Swampy already told me your name. Oh, um, I'm sorry. I didn't mean to scare you."

The black mare shook her head, looking back at the young ones playing.

"No, it's all right. I-aah, I just wasn't expecting to see another Pegasus."

Derpy wondered why the pony was so jumpy, but decided not to bring it up. Perhaps it was just a little tic that she didn't like having pointed out. Instead, both pegasi watched the young fillies and colts play before class. The dark blue colt from the day before raced with his friends, winning with ease. The other two caught up to him panting, congratulating him on his win. A group of fillies played with some crudely made dolls, acting out a tea party. One filly, quite dirty and covered with small bandages, trotted up to the group of colts and bragged about something, probably her latest stunt. From Derpy's left came a whisper from Gloomy Skies.

"Ssh, don't look at me. Act natural... Derpy, you have to get out of here as fast as you can."

"But everypony seems so nice here. I'm not saying I don't want to go home, but I'm sure Swampy will show me the way back when she returns from work."

"No, trust me. The ponies here aren't what they seem. They've been twisted by living here."

"But, I don't know the way back to Ponyville, and even if I could fly, there's some kind of magic that keeps me from escaping."

"If you run straight north you'll come across a stream. If you follow it you should find your way out of the forest."

The black Pegasus looked around nervously, as though she was afraid of somepony eavesdropping on them.

"Whatever you do, don't eat or drink anything they give you unless you know what it is. Never trust anything that's been cooked."

Before Derpy could ask any more questions there was a shrill scream from a filly in the playground. A group of stallions were chasing a manticore that must have gotten through Gloomy Town's protections. The fearsome creature ran straight toward the playground, causing the young ponies to scatter. The little tomcolt didn't manage to make it out of the way in time. The manticore grabbed the filly by her haunches. The noise was terrible. It glued Derpy to the ground, unable to go help the filly.

The same was not true of Gloomy Skies and the stallions chasing the beast. They all galloped at the manticore, sending it hard kicks to the face and body. The creature roared at them, swiping with its huge paws, but the ponies didn't give up. As the stallions chased the beast back into the forest, Gloomy Skies and Derpy Hooves raced toward the filly. Derpy desperately hoped she was okay. Gloomy got there before the grey mare, and first checked to see if the filly was conscious. Derpy, not occupied, saw the glow of magic that indicated the filly had earned her cutie mark.

Gloomy Skies wiped the blood off of the tomcolt's flanks, trying to keep her clean until one of the nurses arrived. In the process, she noticed the cutie mark; a cow skull; that had appeared there. Derpy heard the black Pegasus groan before she got up and backed away. Gloomy turned to the grey mare frantically, eyes wide.

"Derpy, you must get out of here now! Hurry, before they come."

The Pegasus was confused. Who was going to come? What was going to happen to the filly? Before Derpy could voice any of her questions she saw the nurse from the day before galloping toward the school. Behind her followed what looked like everypony that lived in Gloomy Town. As they came closer, the Pegasus realized that something was different. A small hurricane whirled up to Derpy and stopped. It was Swampy.

"Derpy! You're in for a show today. It's been a while since we've had two sacrifices."

"S-sacrifices? What do you mean?"

Swampy's eyes turned completely black as she took a step toward the Pegasus. An area of flesh on her left leg dissipated, leaving only the bone left. The same happened to the dark grey mare's upper lip, exposing the teeth and gums. A large sore developed on Swampy's back, the skin falling off and withering to dust, leaving the muscle exposed. Derpy took a step back, only to run into a mossy green stallion with a large chunk missing from his neck. Another stallion stepped up beside the first, this one hardly more than a skeleton covered with bits of flesh. Everypony surrounding Derpy was mutilated in some way, all with those pitch black eyes.

"Derpy, run! Remember what I told you!"

Derpy saw Gloomy Skies attempting to protect the crying filly, kicking out at the nurses. The grey mare tried to turn and run away, but her path was blocked. Swampy cooed in the Pegasus's ear.

"Aww, not scared of your new friends, are you _Derpy_? You should have listened to the mule over there; she knew what she was talking about."

The two stallions behind Derpy herded her into the forest along with the filly. Gloomy Skies followed, guarded by Swampy and one of the nurses. After a long, slow trek through the forest Derpy saw a flickering light ahead. A purple mare stood behind a bubbling cauldron, waiting for everypony to arrive. Derpy and the filly were pushed forward, and Swampy spun around to stand beside the purple mare.

"Everypony, welcome to the ceremony of the Heart's Desire. For centuries, since the creation of Equestria, we have lived here in the Everfree forest, unable to die. We thought we were blessed by our master Discord, but once he was trapped in stone we found our powers to be diminished. Since that day we have searched restlessly for a cure, unable to find one. Each one of us has sacrificed ourselves for this cure, and now it is your turn, Dead Leaves."

Derpy stepped forward, stomping her hoof on the ground.

"You can't do this Swampy. It's too cruel. I thought you were better than this!"

Swampy laughed, signaling two mares to come forward and get two cups filled with the bubbling potion.

"Oh, dear Derpy Hooves. You should have stayed out of this forest. We can't allow you to leave now that you've seen what we really are. Now, give them the Heart's Desire!"

Derpy struggled away from the cup of potion, her lazy eye acting up worse than ever before. The Pegasus closed her eyes to avoid looking into the gaping, jawless mouth of the stallion that restrained her. The filly, Dead Leaves, screamed before choking on the potion. Derpy opened her right eye a crack to see what happened to her, but quickly closed it again. The grey mare couldn't resist for long, and the potion was forced down her throat. The jawless stallion let her drop to the ground, and Derpy began twitching, unable to stop her body from performing the various tasks it was compelled to.

The Pegasus found a saw and began cutting down one of the trees nearby, only to stop and grab a chunk of iron, throwing it into the fire under the potion pot, ready to turn it into a horse shoe. She grabbed some grub-eaten acorns and attempted to coax them to grow, and then one mark appeared that drowned out the influence of all the others. Derpy rushed through the forest, grabbing plants she had never seen before. There were black roots and blood-red berries, all looking quite poisonous. Rushing back to the small clearing, the Pegasus dropped the herbs into the bubbling pot, stirring it vigorously.

The Heart's Desire potion boiled over, letting off a thick steam as it spread out along the ground in thick, deep red streams. Swampy and the purple mare began choking, their cutie marks disappearing one by one. Finally, all that was left on their flanks were the skull marks, which vanished as well, taking away their power. Swampy sneezed, a mist of blood coming from her nose. The sores on her flank began to spread, her body falling apart. The dark grey mare realized what was happening, and looked Derpy in the eyes.

"Thank you. Cough, ugh, thank you for finally showing us how to die."

Derpy's eyes filled with tears. Her marks too were disappearing, and the Pegasus dropped to the ground, realizing what she had done. She had killed everypony in Gloomy Town. She was a murderer. The groans all around the clearing burned in the mare's ears, the creaking of joints falling apart made her wince. Derpy tried to block out the sound of death around her by covering her ears with her hooves, but to no avail. It took a while for everything to stop, but when it did; Gloomy Skies walked over to Derpy and patted her on the head.

"I know it's hard, Derpy, but you really did do them a favor. And now those foals will be able to live normal lives."

Derpy got up and followed Gloomy Skies back to the town, where they rounded up the foals and led them back to Ponyville. It was dark by the time they arrived, and everypony was inside getting ready for bed. The grey mare had calmed down a little, but the knowledge of what she had done weighed heavy on her heart. The Pegasus led Gloomy and all the foals to her own house for the night, until a solution could be found. As they entered the house, dizzy attacked Derpy, screaming in excitement.

"Oh my gosh, mommy! I thought you were gone forever! What happened to you! I was so worried!"

Derpy laughed a little. Her filly could always cheer her up. Carrot Top walked up, and noticed the look in Derpy's eyes. Along with the appearance of Gloomy Skies and the foals, it was enough for her to realize that something was up.

"Come here Dizzy. Your mom's probably very tired, and we need to find places for all these foals to sleep. Do you think you could go get some blankets for everypony?"

Dizzy saluted and ran off to the linen closet. Carrot Top watched her go, then turned back to Derpy and her pitiful-looking troop.

"Derpy, whatever happened in the forest, you're safe now."

The Pegasus rushed over to her friend and broke down, unable to describe what had happened, but knowing it would haunt her for the rest of her life. Gloomy Skies walked over and comforted Derpy. The two Pegasi put the fillies to bed, then retired themselves, along with Carrot Top and Dizzy Doo. Everything would look better in the morning. Hopefully.


End file.
